Professional Documents
Culture Documents
This annual information form (AIF) provides important information About this AIF. 1
about Lundin Gold Inc. (Lundin Gold or the Company). About Lundin Gold.. 4
Developments over the Last
Three Years.. 6
This AIF has been prepared in accordance with Canadian securities Lundin Golds Business.. 10
laws. It describes the Companys history and its industry, its The Fruta del Norte Project.. 17
operations, development projects and plans, its Mineral Resources, Mineral Exploration 36
its regulatory environment, the risks the Company faces in its Risk Factors.. 46
Lundin Golds Securities.. 58
business, the market for its shares and its governance, among other Lundin Golds Management 59
things. Legal and Regulatory
Proceedings.. 67
This AIF is dated March 14, 2016. Unless stated otherwise, all of the Material Contracts.. 67
information in this AIF is stated as at December 31, 2015. Names and Interests of
Experts. 68
Additional Information... 69
This AIF incorporates by reference the Companys:
managements discussion and analysis for the year ended December 31, 2015 (2015
MD&A), which is available under the Companys profile on the SEDAR website at
www.sedar.com (SEDAR); and
audited consolidated financial statements for the year ended December 31, 2015 (2015
Financial Statements) which are available on SEDAR.
Financial Information
Unless otherwise specified, all dollar amounts referred to in this AIF are stated in United States
dollars. References to CAD$ mean Canadian dollars.
Examples of forward-looking statements included in this AIF are statements relating to:
completion of the feasibility study for the Fruta del Norte Project
exploration and development expenditures and reclamation costs
the negotiation and signing of the investment protection agreement and signing of the
exploitation agreement with the Government of Ecuador
expectations relating to the receipt of regulatory approvals, permits and licenses under
governmental and regulatory regimes
exploration plans
future sources of liquidity
capital expenditures and requirements
expectations of market prices and costs
development, construction and operation of the Fruta del Norte Project
future tax payments and rates
cash flows and their uses
the Companys Mineral Resource estimates.
Lundin Gold's actual results could differ materially from those anticipated. The following risk
factors could cause actual results to differ materially from those projected in the forward-looking
statements:
the ability to arrange financing
the timely receipt of regulatory approvals, permits and licenses
risks related to carrying on business in an emerging market such as possible government
instability and civil turmoil and economic instability
measures required to protect endangered species
deficient or vulnerable title to mining concessions and surface rights
the potential for litigation
volatility in the market price of the Companys shares
the risk to shareholders of dilution from future equity financings
the cost of compliance or failure to comply with applicable laws
difficulty complying with changing government regulations and policies, including without
limitation, compliance with environment, health and safety regulations
illegal mining
2015 ANNUAL INFORMATION FORM 2
uncertainty as to reclamation and decommissioning liabilities
unreliable infrastructure
local opposition to mining
the accuracy of the Mineral Resource estimates for the Fruta del Norte Project
the Companys reliance on one project
volatility in the price of gold
shortages of resources, such as labour, and the dependence on key personnel
the Companys lack of operating history in Ecuador
negative cash flow
the inadequacy of insurance
potential conflicts of interest for the Companys directors who are engaged in similar
businesses
limitations of disclosure and internal controls
the potential influence of the Companys largest shareholders.
In addition, there are risks and hazards associated with the business of gold and silver
exploration, development and mining, including, but not limited to, environmental hazards,
industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold
bullion losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover
these risks). Many of these uncertainties and contingencies can affect the Companys actual
results and could cause actual results to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, the Company.
Certain of the risk factors listed above are discussed in more detail later in this AIF in the section
entitled Risks Factors starting on page 46, and in the 2015 MD&A, both of which include a
discussion of material risks that could cause actual results to differ from current expectations.
The Company believes that the expectations reflected in this forward-looking information are
reasonable, but no assurance can be given that these expectations will prove to be correct.
Readers are cautioned not to place undue reliance on forward-looking statements, and the
Company disclaims any obligation to update or revise forward-looking statements if
circumstances or managements beliefs, expectations, or opinions should change, except as
required by law.
At the end of 2015, the Company had a total of 173 active employees which were divided among
the Companys business as follows:
As of the date of this AIF, none of the Companys employees are unionized.
Lundin Gold is a reporting issuer in the provinces of Alberta, British Columbia and Ontario. The
Shares are listed on the Toronto Stock Exchange (the TSX) and on Nasdaq Stockholm under the
symbol LUG. The Vancouver office of Computershare Investor Services Inc. (Computershare)
acts as the registrar and transfer agent for the Shares. The address for Computershare is 510
Burrard Street, 3rd Floor, Vancouver, B.C. V6C 3B9, and the telephone number is 1-800-564-
6253. The registered and records office of Lundin Gold is located at Blake, Cassels & Graydon
LLP, Suite 2600, 595 Burrard Street, Vancouver, British Columbia V7X 1L3.
The Company was incorporated in British Columbia in 1986 and in 2002 was continued under the
Canada Business Corporations Act. The Company was originally engaged in the information
technology sector. By 2004 the Company undertook a change of business and became a mineral
exploration company. At the same time, the Company changed its name to Fortress Minerals
Corp. The Company was then listed on the TSX Venture Exchange (TSX-V) with the trading
Several years later, the Company wound up its Nicaraguan and Mongolia interests, and then in
2010, the Company disposed of its Russian assets. In October 2012, the Companys listing was
transferred to the NEX board of the TSX Venture Exchange (NEX), and the Shares commenced
trading on NEX under the symbol "FST.H".
In December 2014, the Company undertook a reorganization (the Reorganization) which involved
the acquisition of the Fruta del Norte Project in Ecuador, a major gold development project,
from Kinross Gold Corporation (Kinross), a name change to Lundin Gold Inc., an equity financing,
a convertible debt offering, a graduation from NEX to the TSX and a listing on Nasdaq Stockholm
under the symbol LUG.
The following is a diagram depicting the corporate structure of Lundin Gold and its subsidiaries
as at December 31, 2015, including the name, jurisdiction of incorporation and proportion of
ownership interest in each.
100%
Aurelian Resources Inc.
(Canada)
100%
99.875%
Aurelian Ecuador S.A.
(Ecuador) 0.125%
99.875%
On October 21, 2014 the Company also entered into a share purchase agreement (the Share
Purchase Agreement) to purchase 100% of the issued and outstanding shares of Aurelian
Resources Inc., which holds a 100% interest in FDN, from Kinross (the Acquisition) for total
consideration of $240 million comprising $150 million in cash and 26,156,250 Shares (the Share
Consideration). The Share Consideration totaled $90 million based on an issue price of CAD$4.00
per Share and the noon rate published by the Bank of Canada on December 16, 2014.
While the Government of Ecuador (the GOE) indicated its support for the transaction at the time
the Share Purchase Agreement was entered into, the Acquisition was conditional upon the
entering into bi-lateral agreements by each of the Company and Kinross with the GOE, which
condition was satisfied on December 17, 2014.
The Acquisition was also subject to the granting by the GOE of an 18-month extension period
from the closing of the Acquisition to provide time for the Company to carry out additional
project feasibility work and development negotiations, and the approval of the Shareholders at a
special meeting that was held in mid-December 2014, as well as other customary stock exchange
and regulatory conditions for a transaction of this nature.
In order to fund the Acquisition, the Company brokered a private placement of 50,128,250
subscription receipts issued at a price of CAD$4.00 each, for gross proceeds of approximately
CAD$200 million (the Financing).
Each Subscription Receipt entitled the holder thereof to receive, without payment of any
additional consideration or further action on the part of the holder, and subject to adjustment,
one Share of the Company upon the satisfaction or waiver as applicable, of certain escrow
release conditions, which included among other things, all conditions precedent to the
completion of the Acquisition (the Escrow Release Conditions) having been satisfied on or before
the escrow release deadline.
The Financing closed on November 25, 2014 and the gross proceeds of the Financing were
delivered to and held by Computershare Trust Company of Canada (Computershare Trust), as
escrow agent. The net proceeds were released to the Company upon satisfaction of the Escrow
Release Conditions on December 17, 2014, a portion of which was paid to Kinross to fund the
Acquisition. The remainder of the net proceeds are being used to complete a feasibility study for
FDN, for exploration programs and for working capital purposes.
Other matters relating to the Reorganization were also approved by the Shareholders at the
special meeting held in December 2014, including the issuance of Shares pursuant to the terms
of the Financing, the issuance of a non-interest bearing convertible loan note in the principal
amount of $35 million (the Note Offering), the appointment of two new directors to the board of
directors of the Company (the Board), being Paul McRae and Pablo Mir, and the adoption of a
new stock option plan.
Immediately following the completion of the Acquisition, Aurelian Resources Inc. completed the
Note Offering to CD Capital Natural Resources Fund II (Master) L.P. (CD Capital), convertible into
Shares at CAD$4.00 per Share. In exchange for its investment in the Company, CD Capital was
granted the right to appoint a nominee to the Board. An aggregate of 10,060,000 Shares were
issued for these convertible loan notes and are held in escrow.
On December 19, 2014 the Companys Shares commenced trading on the TSX under the trading
symbol LUG and commenced trading on the Main Market of Nasdaq Stockholm under the
trading symbol "LUG" on December 22, 2014.
As part of the Reorganization, the Company also underwent management changes; Lukas Lundin
was appointed Chairman of the Board, and Ron Hochstein was appointed President and Chief
Executive Officer.
2015
The Company made a number of changes to strengthen the depth and expertise of its Board of
Directors and its management team in 2015 and to enhance its governance structure. On the
management side, the Company brought Anthony George, P.Eng., on to the team as Vice
President, Project Development, along with Nicholas Teasdale as Vice President, Exploration.
Later in the year, Nathan Monash was appointed as Vice President, Business Sustainability.
The Board of Directors was also expanded to include Carmel Daniele as a nominee of CD Capital.
Later in the year, Ashley Heppenstall was appointed to the Board and then subsequently
appointed as Lead director. Mr. Heppenstall replaced Mr. Adam Lundin, who resigned as a
director in mid-2015.
The Company also changed its auditor at the start of 2015, with the appointment of
PricewaterhouseCoopers LLP (PwC), due to its extensive international accounting expertise and
strength in Ecuador.
In February 2015, the Company assembled an integrated engineering team for the preparation
of the feasibility study for the Fruta del Norte Project including: Amec Foster Wheeler Americas
Activity in support of the feasibility study commenced immediately in 2015, starting with a
13,902 metre drill program focused on geotechnical, hydrogeology, metallurgical and civil
geotechnical in the areas that are in proximity to the proposed plant and tailings facility.
In June, Lundin Golds wholly owned subsidiary, Aurelian Ecuador S.A., appointed Endeavour
Financial as its financial advisor to provide debt financial advisory services in connection with the
development of the Fruta del Norte Project. In September 2015, the Company appointed
Norton Rose Fulbright Canada LLP as counsel to the Company and its subsidiary, Aurelian
Ecuador S.A., in connection with the anticipated project financing for the Fruta del Norte Project.
During the balance of the year, negotiations with the Government of Ecuador on the exploitation
agreement advanced. The feasibility study for the Fruta del Norte Project also progressed,
including the field work, data analysis, engineering work and metallurgical test work.
Environmental baseline studies, site fieldwork and document preparation in support of the
feasibility study and the submissions in connection with the environment impact assessment
(EIA) also proceeded according to schedule in 2015.
In December, the Government of Ecuador passed legislation (Ley Orgnica de Incentivos para
Asociaciones Pblico Privadas) to extend Value-Added Tax (VAT) recovery to the mining sector.
As a result, VAT paid by the Company after January 1, 2018 will be refunded once the Company
begins to generate export sales. The current rate of VAT in Ecuador is 12%.
Current Year
In January 2016, Lundin Gold and the Government of Ecuador successfully completed the
negotiation of the definitive form of the exploitation agreement (the Definitive EA) for the Fruta
del Norte Project. The Definitive EA, combined with existing laws and regulations, establishes
the fiscal terms and conditions for the development of the Fruta del Norte Project and was
approved by the Government of Ecuador. The key terms of the Definitive EA are discussed later
in this AIF.
Also in January, the Company released the results from its metallurgical test work program for
FDN. Based on the results, the Company confirmed the Gravity Float Leach (GFL) flowsheet for
the Fruta del Norte Project. The metallurgical test programs indicated gold recovery ranging
from 91.7% to 94.2% with approximately 30% on average into dor and the remaining 70% into a
final concentrate that ranges from 136.7 to 240.0 g/t Au (and 169.5 to 234.1 g/t Ag). The results
indicated that the concentrate to be produced is expected to be readily saleable with impurities
at controlled levels.
In 2015 the gold market faced a number of obstacles in the first half of the year, but gold
demand steadied and stabilized in the second half of 2015. Jewelry fabrication continued to be
the largest source of demand but was down approximately 2.3% compared to the previous year.
Although the gold demand in the first half of 2015 was weak, jewelry demand in the second half
of the year represented the second strongest half-year demand since 2004. Jewelry demand
was led by India and China, representing 61% of the total estimated jewelry demand in 2015.
Total net demand was essentially flat, down approximately 0.1% due to declines in industry and
jewelry demand, offset by increases in the net investment and central bank demand.
Investment demand was up 7.7% in 2015, from 26.2 million oz. in 2014 to 28.2 million oz. Total
bar and coin investment was up 1.1% combined with a decline in outflows from exchange traded
funds, from 6.0 million oz. to 4.3 million oz. This is still down significantly from the record
outflows of 31.5 million oz. in 2013.
Central banks made net purchases of 18.9 million oz. of gold in 2015 up 0.8% over 2014 and the
fifth consecutive year of net central bank demand. Economic and geopolitical risks continue to
worry global markets.
The volume of gold used in technology, industrial and dentistry was down in 2015 at 10.6 million
oz. from 11.1 million oz. in 2014. The 4.5% decline stemmed primarily from the trend for
substituting gold with cheaper alternatives and the overall weaker sales in the wireless sector.
Copper and palladium-coated copper have, despite inferior durability, continue to make inroads
in the share of gold in the bonding wire sector. In addition, slowing growth in demand for
smartphones and oversupply in the LED market result in continued declines in electronic usage
of gold. There are some areas of growth, as gold leads the nanotechnology revolution. While
the implications for gold demand are small due to the limited amount of gold used, it is
encouraging that new applications using gold continue to be developed. Demand was down
approximately 1% and 5% in the industrial/decorative applications and the dental sector,
respectively.
1
Except as otherwise indicated, gold industry data in this section is sourced from GFMS Gold Survey 2015 Q4 Update and Outlook, Thomson
Reuters.
2015 ANNUAL INFORMATION FORM 10
Source: World Gold Council
Gold Supply
Gold production comes from two principal sources: mine supply and recycling scrap supply.
Mine production in 2015 had its slowest annual growth rate since 2008, and recycling scrap
supply declined at 35.1 million oz. from 37.5 in 2014. Annual gold mine production grew by only
1.5 million oz. in 2015 to an estimated production level of 102.4 million oz. Of more interest is
the decline in production in the fourth quarter, where mine production fell 2% over 2014 levels.
This was the first quarterly decline since the third quarter of 2008.
Net producer hedging activity, another component of mine supply, reduced effective mine
supply in 2015 with de-hedging of existing positions amounting to 20.8 million oz. This is not
surprising given the lackluster gold prices towards the end of the year reducing the incentive to
hedge. Another factor which can be seen to directly affect the level of hedging is the growth in
streaming deals. Unlike hedging, streaming deals do not immediately bring gold production to
the market once the deal is agreed.
A chart indicating gold prices since January 1, 2005 is set out below. On October 21, 2014, the
day the Acquisition was announced, the price of gold was $1,249/oz. On December 31, 2014,
the price of gold was $1,199/oz. and the average price for 2014 and 2015 was $1,266/oz. and
$1,149/oz., respectively. On the date of this AIF, the price of gold was $1,235/oz.
In 2015, the overall gold market surplus declined significantly from just over 5.0 million oz. in
2014 to an estimated 180,000 oz. in 2015.
Looking forward, global mine supply is forecast to continue to decline due to lower production at
more mature operations and a lack of new mines coming on stream. On the demand side,
prospects look brighter for 2016. Volatile currency markets should benefit gold in the medium
term. Once there are clear signs of a price recovery, or at least stabilization, investors should
come back to the gold market.
Mining in Ecuador
Ecuador is a Spanish-speaking democratic republic located in western South America, bordered
by Colombia to the north and Peru to the east and south. It has a population of approximately
16 million people. Since the election of President Correa in 2007, national poverty rates have
been reduced from 38% (pre-Correa) to 22.5% in 2014, with unemployment reduced from 7.7%
in 2006 to 4.3% in 2015 (vs. 5.8% in Chile, 6.6% in Peru, 7.6% in Brazil, 8.6% in Colombia).
Ecuadors real GDP-growth slipped to -0.6% in 2015 primarily due to the slide in the oil price and
the strength of the U.S. dollar. Ecuador adopted the U.S. dollar as its official currency in 2000.
The strength of the U.S. dollar has made Ecuadors exports of bananas, shrimp, cocoa and
flowers less competitive against those of countries such as Colombia and Peru, which have seen
their national currencies depreciate against the U.S. dollar. Ecuador is an OPEC member with
over 50% of national export value and 40% of public sector revenues from petroleum. The
Government continues to prop up the countrys growth by continued high levels of public
spending to stimulate the economy and develop national and social infrastructure.
Ecuador holds South Americas third-largest oil reserves and untapped copper and gold
resources, similar to Chile and Peru (the worlds top producers). Several large international
players have operations or hold concessions in Ecuador, including Repsol, Synopec and Agip,
among others, with the majority of petroleum production coming from the state oil company
(60-70%). The reliance on oil, especially given the recent declines in the oil price, has been cited
2015 ANNUAL INFORMATION FORM 13
by the GOE as a problem, while the increase in mining sector activity is viewed as an avenue for
diversification and a source of foreign direct investment. Over the past year, the GOE has made
significant efforts to encourage foreign direct investment and access to global capital markets,
through various policy reforms.
Ecuadors recent policy focus has been aimed at increasing foreign direct investment, with
emphasis on the mining sector. In 2009, the GOE passed a new mining law which established the
current administrative and legal framework for the mineral sector, including the taxation scheme
with minimum state benefits, royalties, profit sharing and windfall taxes. This infrastructure,
unfortunately, ended up discouraging investment in the mining sector.
Starting in 2012, President Correa's administration has worked to revise the mining laws and
agreements with foreign mining companies and encouraged investment in the mining sector. In
2014, Wood Mackenzie, a global energy, metals and mining research and consultancy group, was
commissioned by the GOE to compare Ecuadors mining policy to those of other prominent Latin
American mining jurisdictions and make recommendations for potential improvements. Its
advice culminated in amendments to the countrys mining laws, which are discussed below.
Under current Ecuadorian mining law, there are three stages of development prior to the
Exploitation stage, each with a maximum statutory period, including:
During the Economic Evaluation stage, a company may commence the negotiation of an
exploitation agreement in order to obtain an exploitation permit, and it can voluntarily enter into
an investment protection agreement with the GOE. The exploitation agreement defines fiscal
terms, establishes mining rights and title to concessions and sets out the concessionaires and
the GOEs respective obligations. The investment protection agreement is focused on the legal
framework, contractual rights, tax incentives and guarantees.
The concessions comprising FDN are currently in the Economic Evaluation stage. During 2015,
Lundin Gold and the GOE worked collaboratively to establish the fiscal terms and conditions for
the development of the Fruta del Norte Project, thereby moving FDN closer to Exploitation. At
the start of 2016, the Company announced that it had completed negotiations with the GOE and
had settled the Definitive EA.
Through its wholly owned subsidiary in Ecuador, Lundin Gold has negotiated the right to
develop and produce gold from the Fruta del Norte Project for 25 years, which may be
renewed.
The Company and the GOE have agreed to an advance royalty payment of $65 million,
with $25 million being due upon execution of the exploitation agreement. The balance of
the payment will be due in two equal disbursements on the first and second
anniversaries of the execution of the exploitation agreement.
Lundin Gold has agreed to pay the GOE a royalty equal to 5% of net smelter revenues
from production. The advance royalty payment is deductible against future royalties
payable. It will be deductible against the lesser of 50% of the royalties payable annually
or 20% of the total advance royalty payment.
Extraordinary revenue tax (the Windfall Tax) will be calculated in the event that market
prices exceed a stipulated base price for gold and for silver. The GOE will tax the
difference between net smelter revenue and what revenue would be using the base price
at a rate of 70%. The base price, which will be determined on a monthly basis, will be
equal to the trailing 10-year average of the daily price of gold or silver, escalated by the
U.S. Consumer Price Index, plus one standard deviation.
The Windfall Tax will not apply until the Company has recouped all of the cumulative
investment in the development of the Fruta del Norte Project since its inception plus the
present value of the actual cumulative investment incurred from signing of the
exploitation agreement until the start of production.
The GOE's share of cumulative benefits derived from the Fruta del Norte Project will not
be less than 50% (the Sovereign Adjustment). To the extent that the GOE's cumulative
benefit falls below 50%, the Company will be required to pay an annual sovereign
adjustment. Each year, the benefits to the Company will be calculated as the net present
The GOE and Lundin Gold have agreed on a mechanism for correcting any economic
imbalance to these key terms which are the result of changes in taxes, laws and
regulations as provided under the agreement.
Other Taxes
Below is a summary of the additional payments and taxes expected to be required in connection
with the Fruta del Norte Project under Ecuadorian law.
The 2015 Tax Reform includes provisions for a capital gains tax on the profits derived from the
direct or indirect sale of shares, ownership interests, other rights to capital representation, or
other rights, that allow for exploration, exploitation, concession or similar activities by
companies either domiciled or with permanent establishments in Ecuador.
The Company is in the process of analyzing the potential impact of the application of the 2015
Tax Reform on the Company and its Shareholders. The Company is continuing to work with the
GOE to discuss the implications of and potential amendments to this legislation.
The following disclosure is summarized from the FDN report and updated by the Company as
required.
Mineral Tenure
Lundin Golds property in Ecuador consists of 33 mining concessions covering an area of
approximately 75,000 hectares. The majority of the concessions form a large contiguous block
that extends from the Rio Nangaritza eastward to the international border with Peru, largely in
the Province of ZamoraChinchipe, with some in MoronaSantiago province. The Fruta del
Norte Project is comprised of three concessions and covers an area of approximately 4,660
hectares located in the Province of ZamoraChinchipe. Concessions are registered in the name
of Aurelian Ecuador S.A., which is the Companys operating subsidiary in Ecuador.
The location of the La Zarza concession, which hosts the FDN deposit, is illustrated below:
The El Zarza wildlife refuge located near the concession area, southwest of the FDN deposit, is
part of the National System of Protected Areas (SNAP). The limits of the refuge were defined in
2015 ANNUAL INFORMATION FORM 19
2012 by the Ministry of Environment. FDN is not expected to be impacted by the refuge, as it is
located outside of the refuge boundary.
All of the current concession titles were replaced in accordance with the Sixth Transitional
Provision of the new General Mining Regulations. The substitution of mining concession titles is
an administrative process. Subsequent to the preparation of the FDN Report, all concession
titles have progressed to the Advanced Exploration phase, except for La Zarza which is in the
Economic Evaluation phase.
All reporting and financial obligations required to maintain the concessions in good standing
have been met. These include:
payment of the annual patents. Based on the current status of each concession title, the
annual patent fees are estimated at $1.5 million;
submittal of the annual exploration reports (for exploration concessions) or the biannual
exploitation reports;
biannual royalty payments (for concessions under the exploitation phase); and
compliance with other permit obligations (environmental licenses, water permits, etc.).
A 1% net revenue royalty is payable on production from Lundin Golds mining concessions,
including the La Zarza concession, to a third party. There are no other third party royalties, back-
in rights, payments, or other encumbrances in favour of the Company.
Current environmental liabilities are restricted to reclamation obligations for the Las Peas
camp, portal and decline and to grids, roads, and drill pads established to support exploration
activity.
Advanced Exploration permits for areas in the La Zarza, Colibr, Princesa, and Emperador
concessions require updates in order to allow surface drilling programs to be carried out. These
also include active water use permits.
Vehicle access from Loja is via a 150 kilometre long paved highway, known as Highway 45, to the
town of Los Encuentros, where Lundin Gold maintains an office supporting its activities in the
region. A 40 kilometre long gravel road connects Los Encuentros to the Fruta del Norte Project.
Office and camp facilities including dining and sleeping quarters for 250 people
Southern portal and decline and associated waste storage area
Core storage and sample preparation facilities
Warehousing and maintenance facilities
Waste and water treatment facilities
Helicopter pad and fuel storage
Communications
Medical facilities
Fuel storage
Power to the camp is supplied from the local grid but there is a one megawatt power generator
on site for back-up power. Power for the Fruta del Norte Project is proposed to be supplied from
the national grid. Options include the potential for shared infrastructure with other regional
mining projects. These will be evaluated in the Feasibility Study.
Access to the Fruta del Norte Project site for imported construction materials such as steel and
pipe, and mining and process equipment is best obtained from Puerto Bolivar located about 400
kilometres by road to the west of FDN. Puerto Guayaquil, also located approximately 400
kilometres by road to the west of FDN, is a more modern and better-equipped facility and may
be useful for the importation of select equipment, operating supplies, consumables, or materials
if it proves to be practical for economic or schedule reasons.
As a result of its location near the equator and moderate elevation of 1,450 metres above sea
level (masl), daily average temperatures are fairly constant at approximately 16C. Annual
precipitation is about 3,500 mm. Lower average daily temperatures and higher monthly rainfalls
prevail at higher elevations such as are found on the La Zarza concession. Some exploration
activities may be curtailed for short periods during rain. However, it is expected that any future
mining activity may be conducted year round.
The terrain surrounding the FDN deposit is adequate for all contemplated construction of
administration, camp, mine, plant, tailings, and waste rock disposal facilities. The potential mine
site (process plant, stockpile and mine portal areas) has been designed to be both compact and
environmentally sound.
A Mining Mandate, which was passed by the Constitutional Assembly of Ecuador on April 18,
2008, halted all mining-related exploration activity in Ecuador. New mining regulations were
passed in November 2009, and Kinross operations in Ecuador were permitted to restart. Kinross
continued with the advancement of the Fruta del Norte Project through to the feasibility study
stage but elected not to proceed with further development of the Fruta del Norte Project in June
2013.
In December 2014, the Company acquired all of the issued and outstanding shares of Aurelian, a
wholly-owned subsidiary of Kinross, holding a 100% interest in the Fruta del Norte Project.
Exploration History
Modern exploration of the La Zarza concession began in 1996 with reconnaissance sampling by
Climax followed by gridding, geological mapping, stream sediment sampling, regional and infill
soil sampling, rock chip and grab sampling, test pits, trenching, adit channel sampling, Induced
Polarization (IP) geophysical surveying, and 38 drill holes.
Aurelian commenced work in late 2002. During the period 20032005, Aurelian completed
outcrop examination, gridding, geological mapping, regional geochemical stream sediment
sampling, rock chip, channel and grab sampling of outcrop, artisanal workings and trenches, a
magnetometer and IP geophysical survey, and core drilling of prospects.
Exploration activities by Aurelian resulted in the discovery of the BonzaLas Peas deposit in
2004. The work led to a first-time mineral resource estimate by Micon International Limited
(Micon) prepared in accordance with NI 43-101 for the BonzaLas Peas area.
Continued exploration work by Aurelian resulted in the discovery of the Fruta del Norte deposit
in 2006. A first-time mineral resource estimate for the FDN deposit was prepared for Aurelian in
late 2007.
Following its acquisition of Aurelian, Kinross studies on FDN included Mineral Resource updates,
a Pre-feasibility Study (PFS), which was filed on SEDAR, and a Feasibility Study (FS), which was not
publicly disclosed. In addition, Kinross carried out a number of internal studies, including a
Geological Setting
The FDN deposit is located within a 150 kilometre long copper-gold metallogenic sub-province
located in the Cordillera del Cndor. The mineralization is hosted within Jurassic age volcanic
rocks assigned to the Misahuall Formation. The eastern and western limits of the deposit are
defined by two faults which together form part of the Bonza-Las Peas fault system that is
thought to control the gold-silver mineralization.
Oriented north-south and strike-persistent for up to 80 kilometres, the Las Peas Fault Zone is an
important component of the FDN mineralized system and throughout the Cordillera del Cndor,
as demonstrated by epithermal and lesser mesothermal mineral occurrences and deposits. A
step-over along the predominantly sinistral strike-slip fault zone is believed to have led to the
development of a pull-apart basin wherein the FDN deposit developed at the northeastern
corner. The Surez pull-apart basin is filled with conglomerate-dominated epiclastics,
volcaniclastics, and lesser tuffs and lavas that constitute the Surez Formation, underneath
which the FDN deposit is buried.
The Misahuall Formation is dominated by a thick sequence of light greyish-green to dark green
hornblende-plagioclase-phyric andesites and basaltic andesites, feldspar porphyritic andesitic
intrusives, locally voluminous phreatic breccia zones, and lesser planar intrusions.
Faults defined through drilling at FDN range in width from one metre to more than 14 metres
true width where fault zones consist of multiple closely spaced faults. They comprise tabular to
lenticular zones of foliated and non-foliated assemblages of granular gouge, clay gouge, and
crudely foliated breccia exhibiting various particle sizes, and/or shear fabrics (e.g., foliated
gouge). Locally wider fault zones or panels of damaged wall rock that show fracturing,
brecciation, and associated vein networks occur where individual faults zones become parallel to
each other. The deposit is bounded between sub-parallel strands of the Las Peas Fault Zone
and is truncated by a sub-vertical (east-dipping) West Fault along 1,670 metres of strike length.
The FDN deposit is closed off to the north where the West and East faults converge. The West
Fault forms a distinct hard boundary or grade break defining the western limits of the deposit in
areas of defined mineralization which dips moderately to steeply west, wedging out against the
West Fault down dip. Epithermal mineralization is limited to the east of the West Fault. The pre-
epithermal feldspar porphyry body, located to the east and in the central part of the deposit,
appears to deflect the fault zones in the area of highest grades.
The bulk of the gold is microscopic and associated with quartz, carbonates, and sulphides. Much
of the gold is free milling, but the mineralization is moderately refractory, with approximately
40% of the gold locked in sulphides. However, coarse visible gold is common. Individual gold
grains range from discrete specks <0.1 mm to broccoli-like arborescent crystals >10 mm
across. Visible gold occurs in all mineralized zones, in quartz or carbonate, as well as within
pyrite or silver sulphosalt clusters.
Exploration
Geological and structural mapping have been completed at regional (1:25,000 scale) to prospect
scale (1:2,000). Map results were used to identify areas of quartz veining, silicification, and
sulphide outcrop that warranted additional work.
Soil, channel, adit, grab, and rock sampling were used to evaluate mineralization potential and
generate drill targets. Approximately 11,000 surface samples have been taken over the Fruta del
Norte Project area to the end of 2015. Surface sampling was used as a first-pass exploration tool
to identify areas of geochemical anomalism; some of these anomalies remain to be followed up.
Ground geophysical programs completed to date include gradient array IP, resistivity, and
dipole-dipole array surveys. Surveys have been used to delineate intrusive rocks, remnantly
magnetized volcanic rocks, faults, basin fill, and pyrite-rich zones at depth.
An airborne geophysical survey was completed in 2012. The survey collected magnetic and
radiometric data at a mean flight height of 30 m using an Astar 350BA helicopter with a fix
mount stinger assembly with a Cesium magnetometer mounted on it. The magnetic data were
collected using a KMAG4 magnetometer and the radiometric data were collected using the RS-
500 Airborne Spectrometer with an RSX-5 detector pack.
An underground exploration program was begun by Kinross, and the decline advanced
approximately 600 m (734 m of total development) prior to Kinross June 2013 decision to cease
activities on the Fruta del Norte Project.
A Mining Mandate, which was passed by the Constitutional Assembly of Ecuador on April 18,
2008 halted all major-company activity in Ecuador. Consequently, Kinross drilling activities were
suspended at that time. New mining regulations were passed in November 2009, and drilling
activities were permitted to restart.
In 2011, 3,496 m were drilled around FDN by Kinross. This included a long exploration hole to
test the west side of the West Fault at depth (FN3490e01 1,096 m), seven geotechnical holes
(1,044 m) to test the South Portal area, and three holes (FN 3835d01, FN3835d02, FN4150d01
1,356 m) to test the north strike extension of FDN. In 2012, four holes were completed to test
targets at the FDN deposit and six holes were completed on the Sachavaca concession.
Drill programs have been completed primarily by contract drill crew, supervised by geological
staff of the Fruta del Norte Project operator at the time.
Deposit Drilling
The deposit was systematically drilled out on 50 m to 100 m sections between lines 2500N and
3900N. The grade and mineralization intensity characteristics clearly delineated zones of high-
grade and high-tonnage mineralization in the north versus more disperse albeit locally high-
grade mineralization in the south.
Infill drilling on 50 metre centres was focused over 350 m of strike between 3300N and 3600N.
The drilling tactic typically involved fan drilling from the pad collar to facilitate between 50 m and
25 m infill before stepping out across strike to define the up or down-dip geometry.
Even though the majority of Aurelian core holes are drilled with an easterly (approximately 90)
azimuth and the dominant dip of the mineralized system is west, no single method or
percentage adequately describes the complex relationship between down hole (core) length and
the true width of the intersected mineralized zones. Drill hole inclinations vary significantly
(from -45 to -84) and the mineralized zones have variable dips from moderate to steep
westerly to steep easterly dips. Therefore, most holes intersect the zones at an angle, and the
drill hole intercept widths reported for the Fruta del Norte Project are greater than true widths.
For the majority of the Aurelian drilling, recovery was typically very good in the 95% to 100%
range and commonly exceeded 98%. Occasionally, recovery appeared to exceed 100% but this is
probably due to difficulty in measurement of gouge intervals, rather than downhole caving.
Recoveries for the Kinross drill programs have generally returned recoveries of 98% to 100% for
all rock types other than overburden, which had lower recoveries.
core logging met industry standards for gold and silver exploration;
collar surveys were performed using industry-standard instrumentation;
downhole surveys by Aurelian were performed using industry-standard instrumentation. The
acid tube down hole surveying method used for some Climax drill holes does not provide
azimuth information;
recovery data from core drill programs were acceptable;
geotechnical logging of drill core met industry standards for planned underground
operations;
drilling was normally perpendicular to the strike of the mineralization. Drill intercept widths
were typically greater than true widths;
drill orientations for FDN were generally appropriate for the mineralization style, and have
been drilled at orientations that are optimal for the orientation of mineralization for the bulk
of the deposit area;
no Climax-era drilling was used to support Mineral Resource or Mineral Reserve estimation;
and
a minor amount of drilling completed since the current resource database was finalized
would not have a significant impact on the Mineral Resource estimate.
After the geologist marked out the sample intervals, drill core was split along its long axis using
an electrically-powered bench saw. Areas of very soft rock were cut with a machete and sections
of very broken core were sampled using spoons. The following standard sampling procedures
were employed:
Most data was originally recorded on hardcopy. Technicians later enter the following in a
database: sample numbers, sequences, intervals, QA/QC data and other geological information
such as collar information, depth of drill-size reduction, dates and drill company details. Once the
data has been entered, it is validated against original hard copies. After validating input data,
geological assistants are also obliged to sign a statement confirming the data have been checked
and are correct. Basic database checks were also carried out by the database administrator.
Sample Preparation
Samples from the FDN drilling program were assayed by ALS Chemex Laboratories (ALS Chemex)
and Inspectorate Services (Inspectorate), each of which maintains sample preparation facilities in
Quito. ALS Chemex was used to analyze samples at its Vancouver, British Columbia, Canada and
Lima, Peru laboratories. Inspectorate performs its analyses in its laboratory located in Lima,
2015 ANNUAL INFORMATION FORM 27
Peru. Both laboratories are ISO 9001 accredited. The sample preparation protocols used varied
over the course of the drilling program. The various procedures used are summarized below.
Drilling at FDN started with drill hole CP-06-49. Drill hole CP-06-51 is considered the FDN
discovery hole as this was the first intercept of economic widths and grades of mineralization.
Sample preparation: ALS Chemex Quito Hole CP-06-49 to CP-06-53 (Upper Part)
Oven dry the sample on steel trays.
Crush entire sample to better than 70% passing 2 mm (10 mesh).
Riffle split 250 g.
Pulverise the 250 g split to better than 85% passing 75 m (200 mesh).
110 g pulps sent (via DHL courier) to Vancouver for analysis.
After drill hole CP-06-53, the primary laboratory was changed to Inspectorate, on the
promise of faster sample turnaround time.
Sample preparation: Inspectorate Services Quito - Hole CP-06-53 (Lower Part) to CP-06-56
Oven dry the sample on steel trays.
Crush entire sample to better than 90% passing 2 mm (10 mesh).
Riffle split 1,000 g.
Pulverise 1,000 g split to better than 90% passing 100 m (150 mesh).
Clean sand flushes between each pulverization.
100 g pulps sent (via TNT courier) in Kraft bags to Peru for analysis.
As a result of continued slow assay turnaround times at Inspectorate, ALS Chemex was again
selected as the primary laboratory. Due to the amount of visible gold observed in drill core, the
preparation procedure was changed to include the pulverizing of larger splits after the crushing
stage. Quartz flushes were requested between samples.
Rock density is relatively constant within specific lithologies and shows only minimal variation
between different lithological groups with the relatively small difference of 0.5 t/m3 between the
lowest density of 2.4 t/m3 and highest density of 2.9 t/m3.
Aurelian implemented a thorough QA/QC program that included the regular insertion of blank
samples, certified reference material (CRM), field and reject duplicates and pulp check assaying
at a secondary external laboratory, Inspectorate Laboratory, Peru. Aurelian increased its initial
1:25 (4%) insertion rate to approximately 1:20 (5%) later in the drilling program. Kinross
reverted back to approximately a 1:25 (4%) insertion rate.
Blanks
The regular submission of blank material is used to assess contamination during sample
preparation and to identify sample numbering errors. Earlier drill programs sourced blank
material from Hollin Formation sands located near Emperador. More recent programs used
Hollin rock sourced from an outcrop north of FDN.
A total of 1,478 blanks were inserted in the first 85 drill holes at FDN (CP-06-49 to CP-07-139).
Of these, 21 blanks (1.4%) returned values greater than 0.08 g/t Au and two returned values
over 1 g/t Au (from holes CP-06-51 and 57). The maximum value received for a blank is 1.62 g/t
Au. The anomalous assay values are interpreted to have been caused either by contamination at
the laboratory or by a sample switch. After drill hole CP-06-58, Aurelian changed the sample
preparation procedure so that quartz washes are performed in order to clean the crusher
between sample processing.
Blank assays that exceed ten times the detection limit are determined to have fallen into the
criterion which shows possible contamination and/or sample switches. Batch re-analysis rarely
resulted in changes to assay data and the sources of errors were quickly confined to either
sample switching or contamination. Out of 682 blanks assayed, eight samples were considered
to be contaminated with a maximum assay value of 0.212 g/t Au and five blanks were deemed to
be affected either by contamination or of sample mixing with a high assay value of 12.7 g/t Au.
In all cases where spurious sample results were returned, the entire assay batch was re-analyzed
in the 2006-2008 campaigns and ten sequential samples both above and below the outlier in the
2009-2010 campaign. During the infill program of 2010, sequential blank failures detected one
possibly contaminated batch of 25 samples in a high grade interval in drill hole FN3300d05.
Repeated analyses under strict cleaning procedures have confirmed the original high assays.
From 2009 until 2014, ALS Chemex is considered to have provided adequate preparation and
assay procedures. However, more care is required during sample registry where five probable
cases of sample switching have been identified. At 0.7%, this represents only a small percentage
of the entire assay data set.
Prior to the drilling moratorium in 2008, CRMs were inserted at a rate of one in 20 regular
samples. Subsequent to the moratorium, the insertion rate was one CRM every 25 samples.
CRMs were sulphide matrix material with certified Au, Ag, or combined Au-Ag values and were
produced by Rocklabs of New Zealand. Twenty different CRMs were used, with expected grades
ranging from 0.8 g/t Au to 30 g/t Au. Kinross monitored results with a series of control charts.
Digital laboratory data was distributed to project managers and the resource database
administrator via electronic mail. That data was manually uploaded to the database where it
was automatically merged with the appropriate sample data. The resource database system
required users to be logged on to the system. Each user was assigned privileges that were
dependent on their duties.
In its report, RPA recommended that the entire other half of the drill core be submitted so that
both samples have the same original volume and therefore results will better reflect the local-
grade variance.
Scatter plots for field duplicates and reject duplicates show a strong correlation of 0.96 and 0.99,
respectively, and indicate a high level of confidence in laboratory practices.
RPA concluded that the QA/QC results confirm that the gold and silver assays have achieved an
acceptable level of precision and accuracy. It found that QA/QC program as designed and
implemented by Aurelian and Kinross was adequate and the assay results within the database
are suitable for use in preparation of a Mineral Resource estimate.
Data Verification
A significant portion of the database verification was performed by Scott Wilson Roscoe Postle
Associates Inc. (Scott Wilson RPA), a predecessor company to RPA, during an audit of the
December 31, 2009 Mineral Resource and Mineral Reserve estimates.
Data verification activities carried out by Scott Wilson RPA included a detailed review of the
standard operating protocols, the drill hole spacing, the core diameter used, how the final collar
coordinates were determined, the downhole surveying procedures, the drill core logging
protocols, the core recovery, collection of the bulk density data, the sample layout, sample
preparation and sample security procedures, and the QA/QC protocols.
In June 2014, Kinross provided RPA a Dassault Systmes GEOVIA GEMS (GEMS) project
containing updated drill hole database, core recovery, and density measurement files in digital
format. To reclaim the benefit of the previous data verification work related to the 2010 audit,
RPA compared the updated database provided in June 2014 to the database used for the
December 31, 2009 Mineral Resource and Mineral Reserve estimate. No significant
discrepancies were identified.
Mineral Resources for the FDN deposit were estimated using drill hole data available to October
21, 2014 and are summarized in the table below. At a cut-off grade of 3.4 g/t Au, Indicated
Mineral Resources are estimated to total 23.5 million tonnes at an average grade of 9.59 g/t Au
and 12.9 g/t Ag for a total of 7.26 million ounces of gold and 9.73 million ounces of silver.
Inferred Mineral Resources are estimated to total 14.5 million tonnes at an average grade of
5.46 g/t Au and 2.55 g/t Ag for a total of 2.55 million ounces of gold and 5.27 million ounces of
silver. The Mineral Resources are contained within four main geological domains. There are no
Mineral Reserves currently estimated on the Fruta del Norte Project.
Notes:
(1) CIM definitions were followed for the classification of Mineral Resources.
(2) Mineral Resources are estimated at a cut-off grade of 3.4 g/t Au.
(3) The cut-off grade was calculated using a long-term gold price of $1,400 per ounce.
(4) The Mineral Resource estimate uses drill hole data available as of October 21, 2014.
(5) Bulk density ranges from 2.62 t/m3 to 2.73 t/m3.
(6) Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
(7) Numbers may not add due to rounding.
Recommendations
RPA recommended that the Company proceed to an advanced engineering study (Pre-Feasibility
or Feasibility Study) on the Fruta del Norte Project and that permitting activities and completion
of the decline and underground deposit definition drilling program also be advanced.
Exploration for additional gold-silver deposits can also be accomplished by surface-based drilling
programs. RPA was of the opinion that a budget of $49.5 million over the next 16 to 18 months
is appropriate and warranted.
The variability program consisted of testing 25 variability samples which were chosen to
represent the deposit, and cover a range of grades of gold, silver, sulphur, mercury and arsenic.
The composite samples were selected to cover the first three years, the mid years and the latter
years of mine production based on a preliminary mine plan. Based on the results of the
metallurgical program, the Company confirmed the Gravity Float Leach (GFL) flowsheet for the
Fruta del Norte Project. Gold recovery ranges from 91.7% to 94.2% with approximately 30% on
average into dor and the remaining 70% into a final concentrate that ranges from 136.7 to
240.0 g/t Au (and 169.5 to 234.1 g/t Ag). In addition, these initial results indicated that the
concentrate produced will be readily saleable with impurities at controlled levels. Further
testwork is being conducted in 2016 as the Company prepares its Feasibility Study.
The global recoveries for gold from the variability program ranges from 82.4% to 97.8% with the
90th percentile of results from the 25 variability samples above 89.1% and the average recovery
of 92% (representative results in Table 1). The composite global recoveries for the program
ranged between 91.7% to 94.2%, as presented in Table 2.
The GFL flowsheet has proven to be robust to recover the variable range of the gravity, flotation
and leach results in the variability program as illustrated in Table 3.
Continuous Length
Au Head Grade (g/t) (m) Au Recovery (%)
12.6 14 97.8
27.5 15 95.7
71.5 14 93.7
6.4 14 91.6
11.8 14 94.0
Mr. Tony Lipiec, P.Eng., Principal Metallurgical Engineer with Amec Foster Wheeler Americas
Limited and a Qualified Person under National Instrument 43-101, supervised the preparation of
the metallurgical information contained in this AIF. Mr. Lipiec supervised Amec Foster Wheeler
staff who verified the metallurgical data by reviewing all available data and work completed by
the SGS Telcahuano Lab as part of the above described program. No limitations were imposed
on this review process.
Mineral Exploration
In addition to Fruta del Norte, Lundin Golds properties in Ecuador consists of 30 metallic mining
concessions covering an area of approximately 70,000 hectares in the same area of Ecuador.
These concessions are also registered in the name of the Companys subsidiary, Aurelian Ecuador
S.A.
Significant drilling has been undertaken in the FDN region pre and post FDN discovery in 2006.
The Las Peas structural corridor has been the primary focus for exploration with several targets
drilled in the La Zarza concession dating as far back as 1996.
Following the discovery of FDN, exploration continued to focus in the Las Peas structural belt,
more specifically in the La Zarza, Princesa, Sachavaca and Colibr concessions where epithermal
and possibly mesothermal systems were targeted. Additionally, although historically not a
principal commodity focus of Kinross or Aurelian, stand-alone, porphyry-hosted deposits, both
associated with and proximal to the Las Peas belt, provide secondary tier objectives for future
exploration programs.
Since acquiring Aurelian in 2014, Lundin Gold has focused its exploration efforts almost entirely
on key exploration targets outside of the La Zarza concession. Lundin Gold exploration activities
in 2015 included prioritizing exploration concessions, geophysical surveys (IP), detailed
prospecting and mapping of known targets, and initial exploration of concessions with
favourable geology but little data. The principal objective was to better rank and define key
targets and prepare these for drilling in 2016. The most prospective epithermal targets outside
of the La Zarza concession are currently considered to be Emperador, Robles, Chanchito, El Arco,
and Rio Blanco targets.
Geophysical IP surveys conducted in 2015 (Gradient Array and Pole Dipole) over previously
defined soil geochemical anomalies greatly helped in defining structural context of individual
targets as well as identifying resistivity and chargeability anomalies coincident with surface
geochemistry. Additional geological mapping and prospecting combined with the previous IP
surveys provided key information to optimize future drilling campaigns and improve confidence
in the targets. Siliceous sinter (much like the one at FDN) was found in outcrop over the
Emperador target indicating its location in the upper-most levels of an epithermal system.
The 2016 exploration program has multiple objectives. First, the Company plans to drill test the
five most prospective epithermal targets outside of the La Zarza concession (including
Emperador, Robles, Chanchito, El Arco, and Rio Blanco targets). In addition, the exploration
team intends to develop new targets in identified areas of interest outside of the La Zarza and
previously mentioned target areas, to maintain the Companys pipeline of prospective targets.
This work is planned to include prospecting, soil and stream sampling, and follow-up mapping
and rock sampling. Geophysics may again be used as an exploration tool on the best target
areas.
The Company also plans to continue to evaluate and perform preliminary reconnaissance on
other concessions of Lundin Golds large land holdings in order to prioritize additional
exploration efforts to the most prospective concessions and to allow the Company to return
concessions of limited exploration potential. Throughout the year, the Company will
continuously improve its knowledge of FDN in order to define high quality brown field targets
nearest to home for drilling when convenient to do so.
All of the Companys exploration technical information is obtained, verified and compiled under
a formal QA/QC program in Ecuador. The following details the protocols used by Lundin Golds
staff and consultants, which largely follows procedures and processes previously implemented
by Aurelian and Kinross for the FDN deposit. These have been updated to include
recommendations by third party consultants and to meet industry best-practices. They apply
After the geologists mark out the sample intervals, drill core is split along the long axis using an
electrically-powered bench saw. Occasionally, when necessary, areas of very soft rock (clay) are
cut using a machete and sections of very broken core are sampled using spoons. The following
standard sampling procedures are employed:
Previously, most data were originally recorded as hard copy. Since late 2015 geological data is
directly entered into the database using iPads. Technicians later enter the following information
into the database: sample number, sequence, interval, QA/QC data and other geological
information such as collar information, depth of drill size reduction, date, and drill company
details. Basic database checks are also carried out by the database administrator as well as the
implemented system to assure the integrity of the database.
Sample Preparation
ALS Quito, Ecuador
ALS Quito is accredited to ISO 9001:2008 for its quality management system. This laboratory is
used for preparation of samples for:
Exploration Drilling
Geochemical Sampling (Rocks, Soils, & Streams Sediments)
Procedure:
Oven dry the sample on steel trays (<80oC)
Crush entire sample to better than 70% passing -2 mm or 10 mesh
Clean Crusher with air gun between all samples and with quartz flush between every
10 samples as a minimum. This frequency can be increased for specific intervals if
high grades are expected.
Riffle split 300 g
Pulverize split to better than 85% passing -75 microns or 200 mesh
Clean pulverizers with an air gun between samples
150 g pulps sent in kraft bags by prep. lab to analytical labs in Lima for analysis
Sample Analysis
ALS Lima, Peru
ALS Lima is accredited to ISO 9001:2008 for their quality management systems and to ISO/IEC
17025:2005 for their competence of laboratory testing. This laboratory is used as a primary
analytical laboratory for:
Exploration Drilling
Geochemical Sampling (Rocks, Soils, & Streams Sediments)
2015 ANNUAL INFORMATION FORM 40
Procedure:
Gold determined by 50 g fire assay with an AAS finish for drill samples1 (method code
AU-AA24), and with ICP-AES2 finish for field rock samples (method code AU-ICP22).
Minimum detection limit for AAS finish procedure is 0.005 g/t Au and for ICP is 0.001
g/t Au. Maximum detection limit in both cases is 10 g/t Au.
If gold assays greater than 10 g/t is detected for either drill or field samples then over-
limit re-assays are completed using a 50 g fire assay with a gravimetric finish, method
code AU-GRA22. The detection range for this procedure is 0.05 g/t Au to 1,000 g/t
Au.
Multi-element analysis is performed on all samples using method code ME-MS41,
consisting in an aqua regia digestion and ICP-AES2 and ICP-MS3 finish. 51 Elements are
analyzed, including gold and silver. The silver detection range for this procedure is
0.01 ppm to 100 ppm.
If silver assays greater than 100 ppm then over-limit re-assays are completed with
aqua regia digestion and AAS finish (AG-AA46, detection limit 1-1,500ppm). When
Cu, Pb, or Zn assays exceed 10,000 ppm re-assays are completed (Cu-AA46, 0.001-
50%; Pb-AA46, 0.001-30%; Zn-AA46, 0.001-60%).
Notes:
1. AAS: Atomic absorption spectroscopy
2. ICP-AES: Inductively-coupled plasma - atomic emission spectroscopy
3. ICP-MS: Inductively-coupled plasma mass spectrometry
Procedure:
Gold determined by 50 g fire assay with an AAS1 finish for drill samples using method
code FA450-Au, which has a detection range from 0.005 g/t Au to 10 g/t Au. For
surface samples fire assays are done with ICP-AES2 finish using method code FA350-
Au 50g, which has a detection range from 0.002 g/t Au to 10 g/t Au.
If gold assays greater than 10 g/t were detected using the above technique, then
over-limit re-assay using a 50 g fire assay with a gravimetric finish (method code
FA550-Au). The detection range for this procedure is 0.9 g/t Au to 1,000 g/t Au.
Notes:
1. AAS: Atomic absorption spectroscopy
2. ICP-AES: Inductively-coupled plasma - atomic emission spectroscopy
Once ready for shipment, a list of sample batches and included samples is sent via electronic
mail to camp administration and logistics, to the sample preparation laboratory, and to camp
security, before the sample batches leave camp. The Las Peas camp has 24-hour security,
which includes monitoring activities in the core shed area. Drilling samples are transported from
camp overland by a transport company truck directly to Quito where the custody of the samples
is transferred to laboratory personnel. During transport camp security maintains communication
with the transport company driver in order to track the progress and safety of the transport
truck.
In the case of surface exploration samples (rocks and soils), these are sealed in plastic bags with
single use cable-ties, packed in rice bags, and then these are delivered by light truck to a
transport company in the City of Loja for transport to Quito. The samples are then picked up
from the transport companys terminal in Quito by Lundin Gold personnel and delivered to the
preparation laboratory.
Signatures for responsible parties are required at every step of the process and records are
archived at the Las Peas camp. When samples are received at the sample preparation
laboratory, the sample are laid out on the laboratory floor and reviewed by laboratory
personnel. If the samples are received in good order and consistent with the sample list of the
work order, the laboratory sends by electronic mail confirmation of sample reception. If
laboratory personnel observe any variations with respect to the list of samples or if there were
any problems with sample integrity, Lundin Gold is advised by the laboratory by electronic mail
before any further action is taken.
Once prepared the 150g pulp samples are packaged by the sample preparation laboratory for
shipment to their analytical facility in Lima. Before shipment, Lundin Gold personnel inserts
CRMs in the sample batch at the sample preparation laboratory. In the case of pulp duplicates
for outside check assays, these sample batches are picked up by Lundin Gold personnel, and
delivered to the Inspectorate sample preparation laboratory in Quito for shipment to their Lima
analytical laboratory. Starting in 2016, ALS inserts the CRMs in the check assay batches and
delivers these directly to Inspectorate without Lundin Golds involvement.
In general, QA/QC programs are designed to prevent or detect contamination and allow assaying
(analytical), precision (repeatability) and accuracy to be quantified. In addition, a QA/QC
program can disclose the overall sampling-assaying variability of the sampling method itself.
Lundin Gold has implemented a thorough QA/QC program, largely following previous practices
by Kinross and Aurelian, which included the regular insertion of blank samples, certified
reference material (CRM), field and reject duplicates and check assaying from pulp duplicates.
Ongoing monitoring of the program is performed by the operators, with spurious results being
investigated and changes implemented when required. Insertion rates and procedures
employed by Lundin Gold are shown in the following table.
CRM 1 of 25
Blanks - Coarse Rock 1 in 20
CRMs submitted for a project validate the precision and accuracy of results within the grade
range of interest by approximating the cut-off grade, the average grades and the high grades for
the project. For FDN the gold grades of interest are approximately 3 g/t (cut-off grade), 9 g/t
(average grade) and over 20 g/t (high grade). Silver grades of interest, although supplemental to
gold, are from 10 g/t to 20 g/t. The ranges of expected values of the submitted CRMs for gold is
from 0.819 g/t Au to 30.14 g/t Au and for silver is from 11.02 g/t to 58.38 g/t.
Failure rates, defined as a gold value reporting more than three standard deviations from the
expected value, or two consecutive gold values reporting more than two standard deviations
from the expected values.
Control charts are prepared for each of the CRMs used on the project, and reviewed for
individual laboratory bias, precision and accuracy, as well as changes and drift of assayed grades
over short and long time spans.
Blank Material
The regular submission of blank material is used to assess contamination during sample
preparation and to identify sample numbering errors. Blank material is sourced from Hollin
Formation sandstone.
Anomalous results are usually interpreted as contamination or a sample switch. Site operators
consistently monitor the results of blank samples and follow up spurious results with respective
investigations. Assay values of greater than 0.05 g/t Au for blank material are considered failures
or 10 times detection limit.
Blank material is included in the sample stream at a rate of 1 in 20 (minimum) and may be
increased where visible gold is observed or very high grades are expected.
Duplicates
Duplicate samples help to monitor preparation and assay precision and grade variability as a
function of sample homogeneity and laboratory error.
Since 2016, field duplicate samples are collected as both halves of core samples. For every 50
field/core sample, a minimum of one field duplicate is inserted in the batch. Lundin Golds
batches are based of 75 samples (including QC samples), so two field duplicates are included in
every full batch.
Coarse reject samples are collected as an additional split from the crushed reject material (better
than 70% passing -2 mm or 10 mesh). As for field duplicates, a minimum of one field duplicate
is inserted in for every 50 field/core samples.
Check Assays
Pulp duplicates are sent for check assays to Inspectorate Laboratory in Lima with a frequency of
one pulp duplicate for every 10 field/core samples. The 150g pulp duplicate samples are split
from the 300g of pulverized rock (85% passing -75 microns or 200 mesh) prepared by ALS Quito
as previously described. Lundin Gold inserts a minimum of one CRM for every 25 pulp duplicates
and the samples are normally sent in batches of 75 samples. These are currently delivered by
Lundin Gold to Inspectorate offices in Quito who take responsibility of sending the samples to
their Lima laboratory. Starting in 2016, ALS inserts the CRMs in the check assay batches and
delivers these directly to Inspectorate without Lundin Golds involvement.
Financing Requirements
Any potential development activities at the Fruta del Norte Project require substantial additional
capital. When such additional capital is required, Lundin Gold may need to pursue various
financing transactions or arrangements, including equity financing, debt financing, joint
venturing of projects or other means. Additional financing may not be available when needed
or, if available, the terms of such financing might not be favourable to Lundin Gold and might
involve substantial dilution to existing shareholders. Moreover, Lundin Gold may not be
successful in locating suitable financing when required or at all. A failure to raise capital when
needed would have a material adverse effect on Lundin Golds business, financial condition and
results of operations.
In addition, debt and other mezzanine financing may involve a pledge of assets and may be
senior to interests of equity holders. Lundin Gold may incur substantial fees and costs in
pursuing future capital requirements. The ability to obtain needed financing may be impaired by
a variety of factors such as the capital markets (both generally and in the gold industry in
particular), the location of the Fruta del Norte Project in Ecuador and the price of gold.
Furthermore, there is a risk that Lundin Gold will not be in a position to execute the exploitation
agreement with the Government of Ecuador within the required timeframe. Additional Rights
that are necessary to permit Lundin Gold to commercially exploit the Fruta del Norte Project
deposit may be subject to unfavourable terms, may be delayed or may not be obtained at all. A
delay in obtaining any such Rights, the imposition of unfavourable terms or conditions on any
Rights or the denial of any Right may have a material adverse effect on Lundin Golds business,
2015 ANNUAL INFORMATION FORM 46
financial condition, results of operations and prospects and, in particular, the development of
the Fruta del Norte Project.
Instability in Ecuador
The Fruta del Norte Project is located in Ecuador, South America. As a result, the Project is
subject to certain risks and possible political and economic instability specific to Ecuador, such as
currency fluctuations, political unrest, labour disputes, invalidation of government orders,
permits or property rights, risk of corruption including violations under applicable foreign
corrupt practices laws, military repression, war, civil disturbances, criminal and terrorist acts,
arbitrary changes in laws, expropriation, nationalization, renegotiation or nullification of existing
agreements and changes to monetary or taxation policies. The occurrence of any of these risks
may adversely affect the mining industry, mineral exploration and mining activities generally or
the Company and, among impacts, could result in the impairment or loss of mineral concessions
or other mineral rights.
A federal election is scheduled for February 2017 and may result in a change in government.
Any shifts in political attitudes or changes in laws that may result in, among other things,
significant changes to mining laws or any other national legal body of regulations or policies are
beyond the control of Lundin Gold and may adversely affect its business. Without the protection
of a signed exploitation agreement, the Company faces the risk that future governments may
adopt substantially different policies, which might extend to the expropriation of assets,
increased government participation in the mining sector or renegotiation of existing agreements.
In addition, changes in resource development or investment policies, increases in taxation rates,
higher mining fees and royalty payments, revocation or cancellation of mining concession rights
or shifts in political attitudes in Ecuador may adversely affect Lundin Golds business.
Without the protection of a signed exploitation agreement, there is also a risk that applicable
governments will revoke or significantly alter the conditions of the applicable exploration and
mining authorizations and surface rights. In addition, such exploration and mining authorizations
and surface rights may be challenged or impugned by third parties. In addition, there is a risk
that Lundin Gold will not be able to renew some or all its licenses in the future. Inability to
renew a license could result in the loss of any project located within that license. Furthermore,
Lundin Gold may not be able to acquire any additional surface rights required on reasonable
terms or at all.
Finally, there is a risk that developing laws and movements respecting the acquisition of lands
and other rights of indigenous communities may alter the arrangements made by prior owners
of the lands where the Fruta del Norte Project is located. Future laws and actions could have a
material adverse effect on Lundin Golds operations at the Fruta del Norte Project or on its
financial position, cash flow and results of operations.
Dilution
If Lundin Gold raises additional funding by issuing additional equity securities, such financing may
substantially dilute the interests of shareholders and reduce the value of their investment.
The legal and regulatory requirements in Ecuador applicable to mining activities are different
from those in Canada. The officers and directors of the Company rely, to a great extent, on the
Despite these resources, the Company may fail to comply with a legal or regulatory requirement,
which may lead to the revocation of certain rights or to penalties or fees and in enforcement
actions thereunder, including orders issued by regulatory or judicial authorities causing
operations to cease or be curtailed and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties engaged in
exploration operations may be required to compensate those suffering loss or damage by reason
of the exploration activities and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations and, in particular, environmental laws. Any of the
foregoing may have a material adverse effect on the Company or the development of the Fruta
del Norte Project.
There is a risk that restrictions on the repatriation of earnings from Ecuador to foreign entities
will be imposed in the future and Lundin Gold has no control over withholding tax rates. In
addition, there is a risk that new laws and regulations in Ecuador may result in a capital gains tax
on profits derived from the sale of shares, ownership interests and other rights, such as
exploration rights, of companies with permanent establishments in the country. It has yet to be
determined how these new laws and regulations may impact the Company or its shareholders.
There is a risk that the expenditures made by Lundin Gold towards the search and evaluation of
precious metals and other minerals will not result in discoveries of additional Mineral Resources,
Mineral Reserves or any other mineral occurrences. There is a risk that even if commercial
quantities of ore are discovered, the new ore body will not be developed and brought into
commercial production. Development projects are subject to, but not limited to, the successful
completion of final feasibility studies, issuance of necessary permits and other government
approvals and receipt of adequate financing.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability,
and there is a risk that they will never be mined or processed profitably. Due to the uncertainty
which may attach to Mineral Resources, there is a risk that Inferred Mineral Resources will not
be upgraded to proven and probable Mineral Reserves as a result of continued exploration.
Fluctuations in gold prices, results of drilling, metallurgical testing and production and the
evaluation of studies, reports and plans subsequent to the date of any estimate may require
revision of such estimate. Any material reductions in estimates of Mineral Resources could have
a material adverse effect on Lundin Golds results of operations and financial condition.
Operating History
Lundin Gold has limited experience in operating the Fruta del Norte Project and conducting
exploration work in Ecuador generally. Although Lundin Gold possesses an experienced
management team, Lundin Gold is subject to many risks common to new enterprises, including
limitations with respect to personnel, financial and other resources and lack of revenues. There
is a risk that Lundin Gold will not be successful in achieving a return on shareholders investment
and the likelihood of Lundin Golds success must be considered in light of its expected early
stage of operations.
Reclamation Obligations
Reclamation requirements are designed to minimize long-term effects of mining exploitation and
exploration disturbance by requiring the operating company to control possible deleterious
effluents and to re-establish to some degree pre-disturbance land forms and vegetation. Lundin
Gold is subject to such requirements in connection with its activities at the Fruta del Norte
Project. Any significant environmental issues that may arise, however, could lead to increased
reclamation expenditures and could have a material adverse impact on Lundin Golds financial
resources. Furthermore, environmental hazards may exist on the properties in which Lundin
Gold holds interests which are unknown to Lundin Gold at present and which have been caused
by previous or existing owners or operators of the properties.
The amounts recorded for reclamation costs are estimates unique to a property based on
estimates provided by independent consulting engineers and Lundin Golds assessment of the
anticipated timing of future reclamation and remediation work required to comply with existing
laws and regulations. Actual costs incurred in future periods could differ from amounts
estimated. Additionally, future changes to environmental laws and regulations could affect the
extent of reclamation and remediation work required to be performed by Lundin Gold. Any such
changes in future costs could materially impact the amounts charged to operations for
reclamation and remediation.
Gold Prices
Gold prices have fluctuated widely, particularly in recent years. The price of gold is affected by
numerous factors beyond Lundin Golds control, including levels of supply and demand, global or
regional consumptive patterns, sales by government holders, metal stock levels maintained by
producers and others, increased production due to new mine developments and improved
mining and production methods, speculative activities related to the sale of metals, availability
and costs of metal substitutes, international economic and political conditions, interest rates,
currency values and inflation.
The mineral exploration and development industry in general is intensely competitive, and there
is a risk that even if commercial quantities of proven and probable Mineral Reserves are
discovered, a profitable market may not exist for the sale of the same. The feasible
development of identified resources is highly dependent upon the price of metals. A sustained
and substantial decline in commodity prices could result in the write down, termination of
exploration work or loss of its interests in such properties.
If the Fruta del Norte Project is developed to production, the majority of Lundin Golds revenue
will be derived from the sale of gold. Therefore, fluctuations in the prices of these commodities
may affect Lundin Golds future operations and potential profitability. Declining market prices
for these metals could materially adversely affect Lundin Golds future operations and
profitability.
Further, if the price of gold decreases, then potential revenues from the Fruta del Norte Project
will likely decrease and such decreased revenues may increase the requirements for capital.
Failure to obtain sufficient financing will result in a delay or indefinite postponement of
development or production at the Fruta del Norte Project.
Infrastructure
Mining, processing, development and exploration activities depend, to one degree or another,
on adequate infrastructure. Reliable roads, bridges, power sources and water supply are
important elements of infrastructure, which affect capital and operating costs. The lack of
availability on acceptable terms or the delay in the availability of any one or more of these items
could prevent or delay exploration or development of the Fruta del Norte Project. If adequate
infrastructure is not available in a timely manner, there is a risk that (i) the exploration or
development of the Fruta del Norte Project will not be commenced or completed on a timely
basis, if at all, (ii) the resulting operations will not achieve the anticipated production volume or
(iii) the anticipated construction costs and ongoing operating costs associated with the
exploration and/or development of the Fruta del Norte Project will be higher than anticipated.
Furthermore, unusual or infrequent weather phenomena, sabotage, government or other
interference in the maintenance or provision of necessary infrastructure could adversely affect
Lundin Golds operations and profitability.
Industry Competition
The mining industry is intensely competitive in all its phases. Lundin Gold competes with many
companies that have greater financial and technical resources than Lundin Gold for the
acquisition of mineral properties, recruitment and retention of qualified employees and access
to equipment required for exploration, development and production. There is a risk that
competition adversely affects Lundin Golds future exploration and development of the Fruta del
Norte Project or other projects it may acquire.
Internal Controls
Internal controls over financial reporting are procedures designed to provide reasonable
assurance that transactions are properly authorized, assets are safeguarded against
unauthorized or improper use, and transactions are properly recorded and reported. A control
system, no matter how well designed and operated, can only provide reasonable, not absolute,
assurance with respect to the reliability of financial reporting and financial statement
preparation.
As a result of the significant holdings of Kinross, Zebra and Lorito, there is a risk that the
Companys securities are less liquid and trade at a relative discount compared to circumstances
where these persons did not have the ability to influence or determine matters affecting Lundin
Gold. Additionally, there is a risk that their significant interests in Lundin Gold discourages
transactions involving a change of control of Lundin Gold, including transactions in which an
investor, as a holder of the Companys securities, would otherwise receive a premium for its
Companys securities over the then-current market price.
Conflicts of Interest
Certain directors and officers of Lundin Gold also serve as directors and/or officers of other
companies involved in natural resource exploration and development and, consequently, there
exists the possibility for such directors and officers to be in a position of conflict.
The Shares
The Company is authorized to issue an unlimited number of Shares. As of December 31, 2015
and of the date of this AIF, Lundin Gold had an aggregate of 101,260,268 Shares issued and
outstanding.
Shareholders are entitled to receive notice of, and to one vote per Share at, every meeting of
Shareholders, to receive such dividends as the Board declares and to share equally in the assets
of Lundin Gold remaining upon the liquidation, dissolution or winding up of Lundin Gold after the
creditors of Lundin Gold have been satisfied and after the payment of the aggregate liquidation
preference of any Preference Shares (as defined herein) then outstanding.
Shareholders are entitled to receive dividends if, as and when declared by the Board. The
directors have adopted a policy of dedicating cash flow to reinvestment in the business of the
Company. Accordingly, no dividends have been declared to date.
In 2015, the Company issued 84,000 Shares on account of option exercises pursuant to the
Company stock option plan.
Preference Shares
The Company is also authorized to issue an unlimited number of preferred shares (the
Preference Shares). As of December 31, 2015 and the date of this AIF, no Preference Shares
have been issued.
The Preference Shares may be issued from time to time in one or more series, each consisting of
a number of Preference Shares as determined by the Board which also may fix, subject to the
restrictions set out below, the designations, rights, privileges, restrictions and conditions
attaching to the shares of each series of Preference Shares. The Preference Shares of each series
shall, with respect to payment of dividends and distribution of assets in the event of voluntary or
involuntary liquidation, dissolution or winding-up of Lundin Gold rank on parity with the
Preference Shares of every other series and shall be entitled to preference over the Shares and
the shares of any other class ranking junior to the Preference Shares.
The Preference Shares of any series may be purchased for cancellation or made subject to
redemption as determined by the Board. The holders of Preference Shares shall be entitled to
notice of meetings called for the purpose of authorizing the dissolution of Lundin Gold or the
sale, lease or exchange of substantially all of its assets but shall not be entitled to vote thereat,
except as provided by applicable law.
The Board
The following table sets out the names and the provinces or states and countries of residence of
each of the directors of Lundin Gold as of the date hereof, their respective positions and offices
held with Lundin Gold and their principal occupations during the five preceding years. The
following table also identifies the members of each committee of the Board.
RON F. HOCHSTEIN(5) President and Chief Executive Officer of the Company 2004
British Columbia, Canada since 2014; Chairman of Company from 2008-2014;
Prior: Executive Chairman of Denison Mines Corp.
(Denison) in 2015; President and Chief Executive
Officer of Denison from 2009-2014; Director of
Denison since 2000.
LUKAS H. LUNDIN Chairman of the Board since 2014; prior President and 2008
Vaud, Switzerland Chief Executive Officer of the Company from 2008-
2014; Mining Executive.
PABLO MIR(5) Lawyer, Partner of the Chilean law firm Bofill Mir & 2014
Santiago, Chile Alvarez Jana.
ASHLEY HEPPENSTALL(4,7) Lead Director of the Board since 2015; Prior: President 2015
Geneva, Switzerland and CEO of Lundin Petroleum AB, an oil and gas
exploration and production company with core
operations in Norway and South East Asia, from 2002-
2015.
CHESTER SEE Chief Financial Officer since 2013; prior: Chief Financial Officer for
British Columbia, Canada NGEx Resources Inc. (NGEx), from 2013-2016; Financial Controller,
Lucara Diamond Corp., from 2011-2013; Manager, Financial
Reporting & Treasury, Western Coal Corp., from 2009-2011.
ANTHONY GEORGE, P.ENG. Vice President, Project Development since 2015; prior, Senior Vice
British Columbia, Canada President, Lucara Diamond Corp. (Lucara), from 2010-2014.
NICHOLAS TEASDALE Vice President, Exploration since 2015; prior, Director Projects and
Lima, Peru Growth, Barrick Gold Corporation from 2006-2015.
NATHAN MONASH Vice President, Business Sustainability since 2015; prior: Vice
Quito, Ecuador President, AngloGold Ashanti from 2011-2014 and Manager,
Sustainability 2010; Independent Consultant, International Finance
Corporation from 2009-2010.
SHEILA COLMAN Vice President, Legal and Corporate Secretary since 2015; General
British Columbia, Canada Counsel and Corporate Secretary, Denison from 2004-2015.
The directors and executive officers of Lundin Gold, as a group, beneficially own, or control or
direct, directly or indirectly, 566,875 Shares or less than one percent of the Shares as of the date
of this AIF. No single director or officer beneficially owns or controls or directs, directly or
indirectly, one percent or more of the Shares as of the date of this AIF. The information as to
(a) is, as at the date of this AIF, or has, within the previous ten year period, been a director
or executive officer of a company (including Lundin Gold) that:
(i) was subject to a cease trade or similar order or an order that denied the relevant
company access to any exemption under securities legislation that was in effect for a
period of more than 30 consecutive days that was issued (A) while that person was acting
in such capacity or (B) after that person ceased to act in such capacity but which resulted
from an event that accrued while that person was acting in that capacity; or
(ii) became bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or was subject to or instituted any proceedings, arrangement or compromise
with creditors or had a receiver, receiver manager or trustee appointed to hold its assets
(A) while that person was acting in such capacity or (B) within a year of that person
ceasing to act in such capacity, or
(b) has, within the previous ten year period, become bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency, or become subject to or instituted any
proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or
trustee appointed to hold such persons assets; or
(c) is, or has been, subject to any penalties or sanctions (i) imposed by a court relating to
securities legislation or by a securities regulatory authority or has entered into a settlement
agreement with a securities regulatory authority, or (ii) imposed by a court or regulatory body
that would likely be considered important to a reasonable security holder in making an
investment decision.
Ron Hochstein, Lukas Lundin and Pablo Mir were all directors of Sirocco Mining Inc. (Sirocco).
Lukas Lundin resigned on January 31, 2014, at which time Sirocco was financially
solvent. Pursuant to a plan of arrangement completed on January 31, 2014, Canadian Lithium
Corp. acquired Sirocco. The final step in the plan of arrangement transaction was the
amalgamation of Canadian Lithium Corp. and Sirocco to form RB Energy Inc. (RBI). On October
13, 2014, RBI announced that, among other things, the Board of RBI had approved a filing on
October 14, 2014, for an Initial Order to commence proceedings under the Companies' Creditors
Arrangement Act (the CCAA). On October 15, 2014, RBI further announced that the Quebec
Superior Court had issued an Amended and Restated Initial Order in respect of RBI and certain of
its subsidiaries under the CCAA. RBI is now under the protection of the Court. KPMG LLP has
2015 ANNUAL INFORMATION FORM 62
been appointed monitor under the Court Order. The TSX de-listed RBIs common shares
effective at the close of business on November 24, 2014 for failure to meet the continued listing
requirements of the TSX.
Although Lukas Lundin was never a director, officer or insider of RBI, he was a director of Sirocco
within the 12 month period prior to RBI filing under the CCAA. Both Pablo Mir and Ron
Hochstein were directors of RBI from the time of the plan of arrangement with Canadian Lithium
Corp. to October 3, 2014.
Conflicts of Interest
Some of Lundin Golds directors are also directors and officers of other natural resource
companies and, consequently, there exists the possibility for such directors and officers to be in
a position of conflict relating to any future transactions or relationships between the Company
or common third parties. However, the Company is unaware of any such pending or existing
conflicts between these parties. Any decision made by any of such directors and officers
involving the Company are made in accordance with their duties and obligations to deal fairly
and in good faith with the Company and such other companies and their obligations to act in the
best interests of Lundin Golds Shareholders. In addition, each of the directors of the Company
discloses and refrains from voting on any matter in which such director may have a conflict of
interest.
None of the present directors or senior officers of the Company, and no associate or affiliate of
any of them, has any material interest in any transaction of the Company or in any proposed
transaction which has materially affected or will materially affect the Company except as
described herein.
Investor relations, administrative service fees and other expenses of $293,267 were
incurred during the financial year ended December 31, 2015 with Namdo Management
Services Ltd, a company which Ron Hochstein owns. These services were incurred in the
normal course of operating a public company.
Legal fees of $107,321 were incurred during the financial year ended December 31, 2015
with Bofill, Mir & Alvarez Jana, a law firm of which Pablo Mir is a partner.
Lorito and Zebra, who report their shareholdings as joint actors, acquired 28,205,000
Shares pursuant to the Financing. As of the date of this AIF, Zebra and Lorito own or
control 31,633,474 Shares representing approximately 31.3% of the issued and
outstanding Shares.
Carmel Daniele, one of the Companys directors, is Founder and Chief Investment Officer
of CD Capital UK Ltd., which is the fund manager of CD Capital, who subscribed for the
Note Offering.
The Board has adopted an audit committee mandate (the Mandate) which sets out the Audit
Committees mandate, organization, powers and responsibilities. The complete Mandate is
attached as Schedule A to this AIF.
Below are the details of each Audit Committee member, including his or her name, whether she
or he is independent and financially literate as such terms are defined under National Instrument
52-110 - Audit Committees of the Canadian Securities Administrators (NI 52-110) and his or her
education and experience as it relates to the performance of his or her duties as an Audit
Committee member. All three audit committee members are financially literate under NI 52-
110. The qualifications and independence of each member is discussed.
JAMES CAMBON Yes Yes Mr. Cambon holds a Bachelor of Science (Geology)
from the University of Western Ontario. Mr.
Cambon has attained financial experience and
exposure to accounting and financial issues as an
independent consultant, as well as his roles with
other publicly-traded companies.
PAUL MCRAE Yes Yes Mr. McRae is the Senior Vice President, Projects
for Lundin Mining. Mr. McRae has extensive
experience in project and construction
management in the mining industry for both
surface and underground projects of all scales and
complexities.
Notes:
(1) To be considered independent, a member of the committee must not have any direct or indirect "material
relationship" with Lundin Gold. A material relationship is a relationship which could, in the view of the Lundin
Gold Board, reasonably interfere with the exercise of a member's independent judgment.
(2) To be considered financially literate, a member of the committee must have the ability to read and
understand a set of financial statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of the issues that can reasonably be expected
to be raised by Lundin Gold's financial statements.
Since the commencement of the Companys most recently completed financial year, there has
not been a recommendation of the Audit Committee to nominate or compensate an internal
auditor which was not adopted by the Board.
The Audit Committee has adopted specific policies and procedures for the engagement of non-
audit services as described in Section 4 of the Mandate.
At the start of January 2015, the Companys auditor, Davidson & Company LLP (the Former
Auditor), resigned as auditor at the Companys request. PwC was appointed as the successor
The following table discloses the fees billed to the Company by its Former Auditor and PwC,
respectively, during the last two fiscal years. Services were billed and paid in Canadian dollars
and have been translated into U.S. dollars using an average annual exchange rate of: $0.7820 for
2015 and $0.9054 for 2014.
Notes:
(1) The aggregate fees billed for audit services of the Companys consolidated financial statements.
(2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of
the audit or review of the Companys financial statements and are not disclosed in the Audit Fees column. Fees
relate to reviews of interim consolidated financial statements and specified audit procedures not included as
part of the audit of the consolidated financial statements.
(3) The aggregate fees billed for tax compliance, tax advice, and tax planning services, such as transfer pricing and
tax return preparation.
(4) The aggregate fees billed for professional services other than those listed in the other three columns. For 2014,
All Other Fees relates to fees billed for specified audit procedures relating to the Financing.
Corporate Governance
As a Canadian reporting issuer with its Shares listed on the TSX, Lundin Gold has in place a
system of corporate governance practices which is responsive to applicable Canadian
requirements, including National Policy 58-201 Corporate Governance Guidelines of the
Canadian Securities Administrators (the Guidelines). Reference is made to the Corporate
Governance Practices section of the most recent management information circular prepared in
There are no: (a) penalties or sanctions imposed against Lundin Gold by a court relating to
securities legislation or by a securities regulatory authority; (b) other penalties or sanctions
imposed by a court or regulatory body against Lundin Gold that would likely be considered
important to a reasonable investor in making an investment decision in Lundin Gold; or (c)
settlement agreements Lundin Gold entered into before a court relating to securities legislation
or with a securities regulatory authority.
Material Contracts
Reference is made to the material contracts which have been filed by Lundin Gold with the
Canadian securities regulatory authorities on the SEDAR.
Below are the particulars of each contract, other than those entered into in the ordinary course
of business, that is material to Lundin Gold and that was entered into between January 1, 2013
and December 31, 2015 or was entered into before those dates but is still in effect.
1. Share Purchase Agreement dated October 21, 2014 among the Company, Kinross and
Aurelian Resources Inc.
Pursuant to the Share Purchase Agreement, the Company acquired a 100% interest in the
Fruta del Norte Project in Ecuador through the acquisition of all of the issued and
outstanding shares of Aurelian Resources Inc. from Kinross. As consideration for the
Acquisition, the Company paid Kinross an aggregate of $240 million, comprised of $150
million in cash and 26,156,250 Shares of the Company.
2. Agreement between the Government of Ecuador and the Company, and Others, with
respect to the Development of the Fruta del Norte Project dated December 17, 2014 (the
GOE Agreement).
Pursuant to the GOE Agreement, the GOE has agreed to support the development of the
Fruta del Norte Project by Lundin Gold and Lundin Gold has agreed to pursue
development of the Fruta del Norte Project, including committing to an investment and
work plan to be completed within the 18 months from the Acquisition.
2015 ANNUAL INFORMATION FORM 67
In particular, the GOE agreed to:
record the transfer of shares of Aurelian Ecuador S.A. to Lundin Gold;
grant permits, licenses, approvals or authorizations that are under its authority and
provide necessary government support to develop, construct, explore and exploit the
Fruta del Norte Project;
reiterate its commitment to provide legal protection of the investments made by
Aurelian Ecuador S.A. in the Fruta del Norte Project;
remain neutral in the event of any third party claims against Lundin Gold or its
subsidiaries, except where GOE action is required under Ecuadorian law; and
deem the concessions comprising the Fruta del Norte Project to be in good standing
on the date of the GOE Agreement and not subject to any expiration, invalidity or
termination process.
In addition to Lundin Golds agreement to pursue the development of the Fruta del Norte
Project as noted above, Lundin Gold agreed to:
not commence any legal action against the GOE in respect of actions, events or
omissions that occurred prior to the closing of the Acquisition;
comply with Ecuadorian mining, social, environmental tax and other applicable laws
and regulations;
cause Aurelian Ecuador S.A. to comply with its obligations under an agreement
between Kinross and the GOE entered into coincident with the GOE Agreement,
whereby Aurelian Ecuador S.A. agreed not to commence an action against the GOE
for events occurring prior to the Acquisition.
The Companys independent auditor is PwC, Chartered Professional Accountants, who have
issued an independent auditors report dated February 22, 2016, in respect of Lundin Golds
consolidated financial statements as at December 31, 2015 and 2014. PwC has advised that it is
independent with respect to the Company within the meaning of the Code of Professional
Conduct of the Institute of Chartered Professional Accountants of British Columbia.
Anthony George, P. Eng., a mining engineer and Lundin Golds Vice President, Project
Development, and Nicholas Teasdale, MAusIMM CP(Geo), Lundin Golds Vice-President
Exploration, are each a "Qualified Person" within the meaning of this term in NI 43-101 and have
each prepared sections of this AIF that are of a scientific or technical nature pertaining to the
Companys Fruta del Norte Project and have each verified the data disclosed therein. To the
knowledge of Lundin Gold, Anthony George is the registered or beneficial owner, directly or
indirectly, of less than one percent of the outstanding Shares. To the knowledge of Lundin Gold,
RPA Inc. was retained to independently review and audit the Companys mineral resource
estimates in accordance with the requirements of NI 43-101. The FDN Report was prepared by
Luke Evans, M.Sc., P.Eng., David Ross, M.Sc., P. Geo. and Brenna Scholey, P. Eng. All of the
authors of the technical report are independent of Lundin Gold. To the knowledge of Lundin
Gold as of the date hereof, the partners, employees and consultants of RPA Inc., who
participated in the preparation of the FDN Report or who were in a position to influence the
outcome of such report and RPA Inc. are the registered or beneficial owner, directly or indirectly,
of less than one percent of the outstanding Shares.
Mr. Tony Lipiec, P.Eng., Principal Metallurgical Engineer with Amec Foster Wheeler Americas
Limited and a Qualified Person under National Instrument 43-101, supervised the preparation of
the metallurgical information contained in this AIF. To the knowledge of Lundin Gold, Tony Lipiec
is the registered or beneficial owner, directly or indirectly, of less than one percent of the
outstanding Shares.
Additional Information
A copy of this AIF, as well as the Companys information circular and such other information and
documentation that the Company makes available via SEDAR, can be found at www.sedar.com.
In addition, certain of this information will be distributed to Shareholders in connection with
Lundin Golds Annual General Meeting of Shareholders. The Company will provide any of the
foregoing documents subject to its rights to require people who are not security holders of the
Company to pay a reasonable charge. Copies of these documents may be obtained by writing to
the Corporate Secretary at:
Lundin Gold Inc.
2000-885 West Georgia Street
Vancouver, BC, Canada V6C 3E8
+1 604 689-7842 Main
+1 604 689-4250 Fax
Email: info@lundingold.com
2015 ANNUAL INFORMATION FORM 69
Schedule A
(the Corporation)
2.2. Each member of the Audit Committee shall hold office as such until the next annual
meeting of shareholders after his or her appointment, provided that any member of the Audit
Committee may be removed or replaced at any time by the Board and shall at any time cease to
be a member of the Audit Committee on ceasing to be a director.
2.3. From this date forward, every Audit Committee member must be independent, within
the meaning of National Instrument 52-110 (NI 52-110).
2.4. Every Audit Committee member must be financially literate, within the meaning of NI
52-110.
3. Meeting Requirements
3.1. The times of and the places where meetings of the Audit Committee will be held and the
calling of and the procedure at those meetings shall be determined from time to time by the
Audit Committee, but in any event, the Audit Committee will meet on a regular basis at least
once every quarter; provided that notice of every such meeting shall be given to the Auditor (as
defined in paragraph 4.1.1 below) of the Corporation and that meetings shall be convened
whenever requested by the Auditor or any member of the Audit Committee in accordance with
the Canada Business Corporations Act.
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In making such recommendations, the Audit Committee shall evaluate the Auditors
performance and review the Auditors fees for the preceding year.
4.1.3. The Audit Committee shall be directly responsible for overseeing the work of the
Auditor, including the resolution of disagreements between management and the Auditor
regarding financial reporting.
4.1.4. The Audit Committee shall review information, including written statements from the
Auditor, concerning any relationships between the Auditor and the Corporation or any other
relationships that may adversely affect the independence of the Auditor and assess the
independence of the Auditor.
4.3.2. The Audit Committee shall satisfy itself that the audited financial statements and
interim financial statements present fairly the financial position and results of operations in
accordance with generally accepted accounting principles and that the auditors have no
reservations about such statements.
4.3.3. The Audit Committee shall review changes in the accounting policies of the
Corporation and accounting and financial reporting proposals that are provided by the Auditor
that may have a significant impact on the Corporations financial reports, and report on them
to the Board.
4.4.2. The Audit Committee must be satisfied that adequate procedures are in place for the
review of the Corporations public disclosure of financial information extracted or derived from
the Corporations financial statements, other than the public disclosure referred to in
subsection 4.4.1, and must periodically assess the adequacy of those procedures.
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4.5. Review of Annual Audit
4.5.1. The Audit Committee shall review the nature and scope of the annual audit, and
the results of the annual audit examination by the Auditor, including any reports of the Auditor
prepared in connection with the annual audit.
4.5.2. The Audit Committee shall satisfy itself that there are no unresolved issues
between management and the Auditor that could affect the audited financial statements.
4.5.3. The Audit Committee shall satisfy itself that, where there are unsettled issues
that do not affect the audited financial statements (e.g. disagreements regarding correction of
internal control weaknesses, or the application of accounting principles to proposed
transactions), there is an agreed course of action leading to the resolution of these matters.
4.5.4. The Audit Committee shall satisfy itself that there is generally a good working
relationship between management and the Auditor.
4.6.2. The Audit Committee shall satisfy itself that there are no unresolved issues
between management and the Auditor that could affect any interim financial statements.
4.6.3. The Audit Committee shall satisfy itself that, where there are unsettled issues
that do not affect any interim financial statements (e.g. disagreements regarding correction of
internal control weaknesses, or the application of accounting principles to proposed
transactions), there is an agreed course of action leading to the resolution of these matters.
4.7.2. The Audit Committee shall satisfy itself that there are adequate procedures for
review of interim statements and other financial information prior to distribution to
shareholders.
4.10.2. The Audit Committee shall review and monitor all related party transactions
which may be entered into by the Corporation.
4.10.3. The Audit Committee shall approve, or disapprove, material contracts where the
Board determines it has a conflict.
4.10.4. The Audit Committee shall satisfy itself that management has put into place
procedures that facilitate compliance with the provisions of applicable securities laws and
regulations relating to insider trading, continuous disclosure and financial reporting.
4.10.5. The Audit Committee shall oversee and annually review the Corporations Code
of Business Conduct and Ethics, and review and recommend to the Board the members of the
Disclosure Committee from time to time and where a vacancy occurs at any time in the
membership of the Disclosure Committee.
4.10.6. The Audit Committee shall periodically review the adequacy of this Charter and
recommend any changes to the Board.
4.10.7. The Board may refer to the Audit Committee such matters and questions relating
to the financial position of the Corporation and its affiliates as the Board from time to time may
see fit.
5. Rights and Authority of the Audit Committee and the Members Thereof
5.1. The Audit Committee has the authority:
a) To engage independent counsel and other advisors as it determines necessary to
carry out its duties;
b) To set and require the Corporation to pay the compensation for any advisors
employed by the Audit Committee; and
c) To communicate directly with the Auditor and, if applicable, the Corporations
internal auditor.
5.2. The members of the Audit Committee shall have the right, for the purpose of performing
their duties, to inspect all the books and records of the Corporation and its affiliates and to
discuss those accounts and records and any matters relating to the financial position of the
Corporation with the officers and Auditor of the Corporation and its affiliates, and any member of
the Audit Committee may require the Auditor to attend any or every meeting of the Audit
Committee.
6. Miscellaneous
Nothing contained in this Charter is intended to extend applicable standards of liability under
statutory or regulatory requirements for the directors of the Corporation or members of the Audit
Committee. The purposes, responsibilities, duties and authorities outlined in this Charter are
meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to
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adopt such additional procedures and standards as it deems necessary from time to time to
fulfill its responsibilities.